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Annual Results

19th Mar 2012 12:20

RNS Number : 6140Z
Kubera Cross-Border Fund Limited
19 March 2012
 



19 March 2012

 

Kubera Cross-Border Fund Limited

 

Annual Results for the year ended 31 December 2011

 

Kubera Cross-Border Fund Limited ("KUBC" or the "Fund") (LSE/AIM: KUBC) has issued its annual audited results for the year ended 31 December 2011.

 

Financial Highlights

·; Net asset value of the Fund as at 31 December 2011 of US$0.93 per share (US$1.01 per share as at 31 December 2010)

·; Consolidated net investment loss for the year of US$4.15 million

·; Consolidated unrealized loss on investments in securities for the year of US$4.54 million

 

Electronic and printed copies of the annual report will be sent to shareholders shortly. Copies of the report will be available, free of charge, from the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, and will be available at the Fund's website www.kuberacrossborderfund.com.

 

About Kubera Cross-Border Fund Limited

 

Kubera Cross-Border Fund Limited is a closed-end investment company incorporated in the Cayman Islands and traded on the AIM market of the London Stock Exchange. The Fund makes private equity investments in cross-border companies, primarily in businesses that operate in the US-India corridor. The Fund's investment manager, Kubera Partners, brings a strong track record of investing in or managing such businesses. Several of the Fund's portfolio companies also benefit from business activities in the growing Indian domestic market. For further information on the Fund, please visit www.kuberacrossborderfund.com.

 

For more information contact:

 

Kubera Partners, LLC (Investment Manager of Kubera Cross-Border Fund Limited)

Ramanan Raghavendran, Managing Partner

Email: [email protected]

 

Numis Securities Limited (Broker)

David Benda, Director

Tel.:+44 (0) 20 7260 1275

Email: [email protected]

 

Grant Thornton Corporate Finance (Nominated Adviser)

Philip Secrett, Partner/ David Hignell, Manager

Tel.: +44 (0) 20 7383 5100

Email: [email protected]

 

Disclaimer:

This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Fund and its portfolio companies. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Fund or its portfolio companies' actual performance to be materially different from any future performance expressed or implied by such forward-looking statements. Such forward-looking statements are based on assumptions regarding the Fund and its portfolio companies present and future business strategies and the political and economic environment in which they operate. Reliance should not be placed on these forward-looking statements, which reflect the view of Kubera Partners, LLC as of the date of this release only.

 

CHAIRMAN'S STATEMENT

 

On behalf of the Board of Directors, I am pleased to present the audited financial statements of Kubera Cross-Border Fund Limited ("KUBC" or the "Company") and its subsidiaries (collectively, the "Fund") for the year ended 31 December 2011.

 

NAV and Discount

In 2011, KUBC's audited NAV per share decreased by 8% from US$1.01 to US$0.93 from 31 December 2010 to 31 December 2011.

 

The NAV per share includes US$0.12 (net amount distributable to shareholders) held back as part of the sales proceeds of Venture Infotek, in the form of escrows and tax withholding. It is currently expected that over half of this amount will be received during 2012.

 

KUBC's share price decreased by 8% from US$0.72 to US$0.66 from 31 December 2010 to 30 December 2011. The discount to NAV per share remains at 29%.

 

Investments

Under the management agreement, the Manager has sole authority over the disposition and realisation of KUBC's investments. Given the substantial co-investment made by members of the Manager alongside KUBC in each of the Fund's investments, the Manager's interests are fully aligned with shareholders as to the appropriate timing of the disposition of investments.

 

Proceeds from the sale of investments will be distributed to shareholders, net of any holdbacks to meet operating expenses.

 

Portfolio Valuations

The Fund's financial statements are prepared in accordance with US GAAP. The valuations of investments are reviewed and approved by the Audit Committee of the Board, on a quarterly basis. All investments are recorded at estimated fair value, in accordance with SFAS 157 that defines and establishes a framework for measuring fair value. The NAV is calculated on this basis. The methodology underlying the Fund's investment valuations is consistent with previous periods.

 

EGM

The Board intends to formally amend the investment strategy by shortly calling for an EGM to bring forward the continuation resolution from 2013 as envisaged in the original AIM Admission Document. The Board's intention is to obtain shareholder approval not to continue the Company after existing investments have been sold and not to make any further new investments and to distribute substantially all realisation proceeds.

 

Closing Remarks

Further detailed information on investments, quarterly net asset values and other material events relating to the Fund are available through news releases made to the London Stock Exchange available on www.londonstockexchange.co.uk under ticker KUBC and through the Fund's website at www.kuberacrossborderfund.com.

 

Martin M. Adams

Chairman

INVESTMENT MANAGER'S REPORT

 

India Economic Review

The Indian economic growth is likely to fall to a three-year low of 6.9 per cent in 2011-12. Lower GDP in FY12 is an outcome of tight monetary policy and a logjam in government policy making, coupled with weak global conditions.

 

With downside risks of global events likely to continue, the Indian economy too is showing clear signs of an economic slowdown in the near term. Over the longer term, the economic fundamentals remain intact and the economy should improve and consolidate its position.

 

A discouraging trend in 2011 has been on account of continued outflows from foreign institutional investors ('FII'). FII have been selling across markets and pulling out money from India and other emerging markets. However, for the year to date, overseas funds invested US$ 11.93 billion in Indian markets (US$ 0.75 billion in Indian equities market &US$ 11.18 billion in Indian debt markets). We expect the political stability and investor friendly policies to be beneficial for the business climate in India and by extension for all our investments.

 

The Bombay Stock Exchange Sensex (comprising of 30 stocks) ended the year at 15,455 points, a plunge from 20,561 points at the end of 2010, and was down by 24.8% on a year-on-year basis.

 

During the last quarter of 2011, the Sensex declined by 697 points, down by ~4.5%. The mid-cap index (NIFTY Midcap) underperformed the broad index significantly during the quarter, and was down by 14.2%. At current prices, the Indian stock market is priced at a forward P/E of 12x-13x.

 

The European debt problem has unquestionably been the dominant global factor effecting economies throughout the year, which has been a source of volatility in global asset and currency markets. With the kind of volatility evident in global capital flows over this period, the Indian Rupee depreciated significantly from 44.72 to end at 53.07 per US dollar, declining approximately 18.7% during the year.

 

Portfolio

In 2011, KUBC's audited NAV per share decreased by 8% from US$1.01 to US$0.93 from 31 December 2010 to 31 December 2011. The decline was primarily on account of revised company forecasts for the current fiscal year in the case of two portfolio companies, and the depreciation of Indian Rupee vis-à-vis the US Dollar, which is the denomination of the Fund. The valuation adjustments are reviewed and approved by the Audit Committee of the Board, solely comprising of independent directors.

 

The Manager evaluates realisation decisions in conjunction with management teams of the portfolio companies who are also substantial owners. The Manager's decision is influenced by operating performance, a leadership position, global strategic interest in the sector, among several variables.

 

Kubera Partners LLC

Investment Manager

 

KUBERA CROSS-BORDER FUND LIMITED

 

 

Consolidated statement of assets and liabilities

 

as at 31 December 2011

 

 

(Stated in United States Dollars)

 

Notes

2011

2010

 

 

Assets

 

 

Investments in securities, at fair value

2(c)

 98,396,844

97,939,094

 

Loans to portfolio companies

2(d),12

3,100,000

5,000,000

 

Non performing loan to a portfolio company

2(d),12,13

2,096,566

-

 

Cash and cash equivalents

2(g),7

8,382,210

17,200,260

 

Interest and dividend receivable

2(d),2(k)

65,821

138,476

 

Prepaid expenses

15,888

83,061

 

 

Total assets

112,057,329

120,360,891

 

 

Liabilities

 

 

Accounts payable

409,914

 

Tax liability (net)

2(i),9

-

-

 

Total liabilities

409,914

467,720

 

 

Net assets

111,647,415

119,893,171

 

 

Analysis of net assets

 

Capital and reserves

 

Share capital

8

1,097,344

1,097,344

 

Additional paid-in capital

8

117,373,109

117,373,109

 

Accumulated deficit

 (15,979,742)

 (7,718,409)

 

102,490,711

110,752,044

 

 

Non-controlling interest

10

9,156,704

9,141,127

 

9,156,704

9,141,127

 

 

Total shareholders' interests

111,647,415

119,893,171

 

 

Net asset value per share

1.02

1.09

 

 

The accompanying notes form an integral part of these consolidated financial statements.

 

KUBERA CROSS-BORDER FUND LIMITED

Consolidated schedule of investments

as at 31 December 2011

(Stated in United States Dollars)

2011

2010

Name of the Entity

Industry

Country

Instrument

Number

Fair

% of

Number

Fair

% of

of shares

Cost

value

net assets

of shares

Cost

value

net assets

Investments in securities

NeoPath Limited (Previously known as Venture Infotek Limited)

Investment holdingcompany

Mauritius

Equity shares

22,855,769

-

100,000

0.08%

134,112,451

-

17,191,062

14.34%

Preferred shares

23,175,848

-

16,704,654

13.93%

-

-

-

-

16,804,654

14.01%

-

17,191,062

14.34%

Adayana, Inc.

Education

United States of America

Series A (2007) convertible participating preferred stock

3,750,000

15,000,000

20,468,156

17.07%

3,750,000

15,000,000

19,561,905

16.32%

Series B (2007) convertible preferred stock

1,250,000

5,000,000

6,822,719

5.69%

1,250,000

5,000,000

7,179,942

5.99%

Common stock

16,667

50,001

68,229

0.06%

16,667

50,001

20,275

0.02%

Warrants convertible to common stock

83,580

16,800

-

-

83,580

16,800

6,280

0.01%

20,066,801

27,359,104

22.82%

20,066,801

26,768,402

22.34%

Essel Shyam Communication Limited

Media services

India

Compulsorily convertible preference shares

5,555,056

12,208,914

19,237,188

16.05%

5,555,056

12,208,914

15,727,113

13.12%

Equity shares

1,125,315

2,473,220

3,896,972

3.25%

1,125,315

2,473,220

3,185,919

2.66%

14,682,134

23,134,160

19.30%

14,682,134

18,913,032

15.78%

Ocimum Biosolutions (India) Limited

Life sciences

India

Compulsorily convertible preference shares

3,818,162

14,000,000

99,974

0.08%

3,818,162

14,000,000

5,546,203

4.63%

Equity shares

1,000

3,667

26

0.00%

1,000

3,667

1,452

0.00%

14,003,667

100,000

0.08%

14,003,667

5,547,655

4.63%

Greenearth Education Limited (Previously known as Kejriwal Stationery Holdings Limited)

Stationery products

Singapore

Convertible redeemable preference shares

455,172

20,000,000

2,269,672

1.89%

455,172

20,000,000

2,269,672

1.89%

20,000,000

2,269,672

1.89%

20,000,000

2,269,672

1.89%

Synergies Castings Limited

Automotive components

India

Compulsorily convertible cumulative preference shares

5,333,334

10,000,000

8,845,885

7.38%

5,333,334

10,000,000

9,168,602

7.65%

Equity shares

10,543,614

16,333,556

17,487,671

14.59%

7,076,298

11,333,556

12,164,954

10.15%

26,333,556

26,333,556

21.97%

21,333,556

21,333,556

17.80%

Spark Capital Advisors (India) Private Limited

Financial services

India

Convertible preference shares

-

-

-

-

-

-

-

-

Equity shares

55,079

1,500,000

1,591,025

1.33%

55,079

1,500,000

1,500,000

1.25%

1,500,000

1,591,025

1.33%

1,500,000

1,500,000

1.25%

GSS Infotech Limited (Previously known as GSS America Infotech Limited)

IT infrastructure

India

Equity shares

1,000,000

10,225,274

804,673

0.67%

1,000,000

10,225,274

4,415,715

3.68%

10,225,274

804,673

0.67%

10,225,274

4,415,715

3.68%

Total investments in securities

106,811,432

98,396,844

82.06%

101,811,432

97,939,094

81.72%

The accompanying notes form an integral part of these consolidated financial statements.

 

KUBERA CROSS-BORDER FUND LIMITED

Consolidated statement of operations

for the year ended 31 December 2011

(Stated in United States Dollars)

Notes

 31 December 2011

 31 December2010

Investment income

Interest

14

52,584

682,596

Dividends

2(k)

252,262

254,449

Other income

1,500

61,807

306,346

998,852

Expenses

Investment management fee

2(m),3

3,117,136

3,896,420

Carried interest

2(n),3

-

2,874,197

Impairment loss on loan (including write off of last year's accrued interest US$ 25,035)

13

428,469

-

Professional fees

390,637

378,382

Insurance

95,566

142,066

Directors' fees

6

139,948

138,946

Administration fees

36,500

43,251

License fees

14,229

20,447

Custodian fees

20,472

10,399

Brokerage

75,000

182,534

Other expenses

137,260

332,186

4,455,217

8,018,828

Net investment loss before tax

(4,148,871)

 (7,019,976)

Taxation

2(i),9

-

-

Net investment loss after tax

(4,148,871)

 (7,019,976)

Realised and unrealised gain /(loss) on investment transactions

Realised gain on investments in securities

2(c)

-

15,029,191

Unrealised (loss) / gain on investments in securities

2(c)

(4,542,252)

18,653,492

(4,542,252)

33,682,683

Net (decrease) / increase in net assets resulting from operations

(8,691,123)

26,662,707

Non-controlling interest

(429,790)

3,038,529

Equity holding of parent

(8,261,333)

23,624,178

(8,691,123)

26,662,707

The accompanying notes form an integral part of these consolidated financial statements.

 

 

KUBERA CROSS-BORDER FUND LIMITED

Consolidated statement of changes in net assets

for the year ended 31 December 2011

(Stated in United States Dollars)

Share

 Additional

Accumulated

Non-controlling

Total

capital

paid-in capital

deficit

interest

As at 1 January 2010

1,119,044

149,737,069

 (31,342,587)

9,343,151

128,856,677

Repurchased during the year (refer Note 8)

 (21,700)

 (1,638,350)

-

-

 (1,660,050)

Capital contribution

-

-

-

472,593

472,593

Capital distribution

-

 (30,725,610)

-

 (3,713,147)

 (34,438,757)

Net increase in net assets resulting from operations

-

-

23,624,178

3,038,530

26,662,708

As at 31 December 2010

1,097,344

117,373,109

 (7,718,409)

9,141,127

119,893,171

As at 1 January 2011

1,097,344

117,373,109

(7,718,409)

9,141,127

119,893,171

Capital contribution

-

-

-

445,367

445,367

Net decrease in net assets resulting from operations

-

-

(8,261,333)

 (429,790)

(8,691,123)

As at 31 December 2011

1,097,344

117,373,109

(15,979,742)

9,156,704

111,647,415

The accompanying notes form an integral part of these consolidated financial statements.

 

KUBERA CROSS-BORDER FUND LIMITED

Consolidated statement of cash flows

for the year ended 31 December 2011

(Stated in United States Dollars)

 31 December 2011

31 December 2010

Operating activities

Net (decrease) / increase in net assets resulting from operations

(8,691,123)

26,662,707

Adjustments to reconcile net (decrease) / increase in net assets resulting

from operations to net (cash used) in / generated from operating activities

Movement in net unrealised (loss) / gain on investments in securities

4,542,252

 (18,653,492)

Impairment loss on loan (including write off of previous year's accrued interest)

428,469

-

Realised gain on investments in securities

-

 (15,029,191)

Purchase of securities

(5,000,000)

 (24,886)

Sale of securities

-

37,748,356

Loans given

(650,000)

 (5,000,000)

Repayment of loans

50,000

3,343,200

Change in operating assets and liabilities:

Decrease in other assets

114,790

225,508

(Decrease) / increase in current liabilities

(57,805)

377,978

Decrease in tax liability

-

 (235)

(9,263,417)

9,649,945

Financing activities

Shares repurchased

-

 (1,660,050)

Capital distribution

-

 (30,725,610)

Capital contribution by non-controlling interest shareholders

445,367

472,593

Capital distribution to non-controlling interest shareholders

-

 (3,713,147)

445,367

 (35,626,214)

Net change in cash and cash equivalents during the year

 (8,818,050)

 (5,976,269)

Cash and cash equivalents at beginning of year

17,200,260

23,176,529

Cash and cash equivalents at end of year

8,382,210

17,200,260

The accompanying notes form an integral part of these consolidated financial statements.

 

KUBERA CROSS-BORDER FUND LIMITED

Notes to the consolidated financial statements

for the year ended 31 December 2011

(Stated in United States Dollars)

1. Organization and principal activity

Kubera Cross-Border Fund Limited (the "Fund") was incorporated in the Cayman Islands on 23 November 2006 as an exempted company with limited liability.

The Fund is a closed-end investment company trading on AIM, a market operated by the London Stock Exchange plc. The Fund makes private equity investments in cross-border companies, primarily in businesses that operate in the US-India corridor.

The Fund is managed by Kubera Partners, LLC (the "Investment Manager"). The Investment Manager is responsible for the day-to-day management of the Fund's investment portfolio in accordance with the Fund's investment objective and policies.

The Fund is a Limited Partner in Kubera Cross-Border Fund LP (the "Partnership"), an exempted limited partnership formed on 28 November 2006, in accordance with the laws of the Cayman Islands. The primary business of the Partnership is to invest in, purchase and sell investments for the purpose of carrying out an investment strategy that is consistent with the strategy described in the Admission Document and Offering Memorandum of the Fund.

Kubera Cross-Border Fund (GP) Limited, a company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Fund, serves as the General Partner of the Partnership.

The Partnership holds 100% ownership in Kubera Cross-Border Fund (Mauritius) Limited ("Kubera Mauritius"), a company incorporated in Mauritius. The primary business of Kubera Mauritius Limited is to carry on business as an investment holding company.

Kubera Mauritius holds 100% ownership in New Wave Holdings Limited, a company incorporated in Mauritius. The primary business of New Wave Holdings Limited is to carry on business as an investment holding company.

2. Significant accounting policies

The significant accounting policies are as follows:

a. Basis of preparation

The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP). US GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, the consolidated results of operations during the reporting period and the reported consolidated amounts of increases and decreases in net assets from operations during the reporting period. Significant estimates and assumptions are used for, but not limited to, accounting for the fair values of investments in portfolio companies. Management believes that the estimates made in the preparation of the consolidated financial statements are prudent and reasonable. Actual results could differ from those estimates. Changes in estimates are reflected in the financial statements in the period in which the changes are made and if material, these effects are disclosed in the notes to the consolidated financial statements.

 

The measurement and presentation currency of the consolidated financial statements is the United States dollar rather than the local currency of the Cayman Islands reflecting the fact that subscriptions to and redemptions from the Fund are made in United States dollars and the Fund's operations are primarily conducted in United States dollars.

b. Basis of consolidation

The consolidated financial statements include the accounts of the Fund and its wholly owned subsidiary, Kubera Cross-Border Fund (GP) Limited and its majority owned subsidiaries, Kubera Cross-Border Fund LP, Kubera Cross-Border Fund (Mauritius) Limited and New Wave Holdings Limited (together referred to as the 'Group'). All material inter-company balances and transactions have been eliminated.

c. Valuation and security transactions

Substantially all securities are held in custody by the Hong Kong & Shanghai Banking Corporation Limited. Security transactions are recorded on the trade date basis. The Fund uses the weighted average cost method to determine the realized gain or loss on sale of investments.

Investments are recorded at estimated fair value as at the balance sheet date. The Fund follows ASC 820 "Fair Value Measurements and Disclosures" which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price).

ASC 820 establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level I - Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded equity securities and are valued at the last sales price on a national securities exchange on the valuation date. As required by ASC 820, the Fund does not adjust the quoted price for these investments even in situations, if any, where the Fund holds a large position and a sale could reasonably impact the quoted price.

Level II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, are valued at prices for similar assets or liabilities in markets that are not active, or determined through the use of models or other valuation methodologies. Investments which are generally included in this category are publicly traded equity securities with restrictions and derivative contracts.

Level III - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these fair value estimates may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Investment Manager's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

Fund's valuation policy

Securities listed on a stock exchange or traded on any other regulated market are valued at the last closing price on such exchange or market or, if no such price is available, at the mean of the bid and asked price on such day. If there is no such price or such market price is not representative of the fair market value of any such security, then the security is valued based on quotations readily available from principle-to-principle markets, financial publications, or recognized pricing services, or a good faith estimate of fair value is made in accordance with US GAAP.

If a security is listed on several stock exchanges or markets, the last closing price on the stock exchange or market which constitutes the main market for such security is used.

A discount from values of actively traded securities is taken for holdings of securities when there is a formal restriction that limits sale of the securities. Discounts for restricted equity securities from their market price ranges from 0% to 30%. When determining a discount to actively traded restricted securities, factors taken into consideration include the investee company's trading characteristics, the Fund's ability to sell its position when the restriction expires, and the term of the restriction. The adjustment of the discount depends on the duration of the restriction.

In the event that a listed security has no such price or the market price is not representative of the fair market value, the security has limited marketability, or the security is unlisted, its fair value is determined by the Investment Manager, taking into account forward market comparable multiples, trailing market comparable multiples, transaction multiples, and discounted cash flow models. Inputs include trading values on public exchanges for comparable securities, historic, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. An appropriate discount is taken for holdings in securities where there is a risk associated with a lack of liquidity or marketability. A revaluation of these securities is accepted by the Fund only upon majority approval of the independent directors of the Fund.

The following table summarizes the valuation of the Fund's investments based on the above ASC 820 fair value hierarchy levels as of 31 December 2011.

Total

 

Level I

Level II

Level III

Investments in securities

98,396,844

804,673

-

97,592,169

Total

98,396,844

804,673

-

97,592,169

The changes in the investments classified as Level III are as follows:

Balance at 1 January 2011

93,523,379

Purchases during the year

5,000,000

Sale proceeds received during the year

-

Transfers in (out of) Level III

-

Realized gains for the year

-

Unrealized losses for the year

(931,210)

Balance at 31 December 2011

97,592,169

Unrealized losses included in earnings relating to investments held at 31 December 2011

931,210

The following table summarizes the valuation of the Fund's investments based on the above ASC 820 fair value hierarchy levels as of 31 December 2010.

Total

Level I

Level II

Level III

Investments in securities

97,939,094

4,415,715

-

93,523,379

Total

97,939,094

4,415,715

-

93,523,379

The changes in the investments classified as Level III are as follows:

Balance at 1 January 2010

93,981,879

Purchases during the year

24,886

Sale proceeds received during the year

(35,709,860)

Transfers in (out of) Level III

-

Realized gains for the year

13,941,863

Unrealized gains for the year

21,284,611

Balance at 31 December 2010

93,523,379

Unrealized gains included in earnings relating to investments held at 31 December 2010

21,284,611

Total realized and unrealized gains and losses, if any, recorded for the Level III investment is reported in net realized gain (loss) on investments in securities and net change in unrealized gain (loss) on investments in securities respectively, in the statement of operations.

Gains and losses from investments, including those that result from foreign currency changes, are recorded in the consolidated statement of operations under net realized gains and losses on investments and net change in unrealized gains and losses on investments.

Unquoted warrants have been recorded at fair value. Changes in fair value are reported in net change in unrealized gain / (loss) on investments in securities, in the consolidated statement of operations.

Unquoted warrants are derivative instruments which do not have an active quoted market price. The fair value of the warrants is estimated, using the Black-Scholes model, taking into account the terms and conditions upon which the warrants were granted.

d. Loans, loans impairment and interest income recognition

Loans are reported at their outstanding principal balances net off impairment. The portfolio consist of loans given to subsidiaries of the portfolio companies and bear interest at a market rate based on the borrower's credit quality and face value. Interest is recognized over the life of the loan at the loan's effective rate of interest. The Company may require collateral for the loans based on the credit quality of the borrower. The Company has not and does not intend to sell these loans receivables. Net change in loans receivable are included in net cash provided by operating activities in the consolidated statement of cash flows.

The allowance for doubtful loan accounts is the Fund's best estimate of the amount of credit losses in the Fund's existing loans. The allowance is determined on an individual loan basis if it is probable that the Fund will not collect all principal and interest contractually due. The Fund considers borrowers' historical payment patterns, borrowers' credit ratings as published by credit rating agencies, if available, borrowers' business performance and general and industry specific economic factors in determining their borrowers' probability of default. As per Para 310-10-35-22 of ASC 310 on "Receivables", the impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is a collateral-dependent loan. The Fund does not accrue interest when a loan is considered impaired. When ultimate collectability of the principal balance of the impaired loan is in doubt, all cash receipts on impaired loans are applied to reduce the principal amount of such loans until the principal has been recovered and are recognized as interest income thereafter. Impairment losses are charged against the allowance and increases in the allowance are charged to impairment loss in statement of operations. Loans are written off against the impairment allowance when all possible means of collection have been exhausted and the potential for recovery is considered remote. The Fund resumes accrual of interest when it is probable that the Fund will collect the remaining principal and interest of an impaired loan. Loans become past due based on how recently payments have been received.

e. Foreign currency translation

The Fund's accounting records are maintained in U.S. dollars as follows: (1) the foreign currency market value of investments and other assets and liabilities denominated in foreign currency are translated at the prevailing exchange rate at the end of the period; and (2) purchases and sales, income and expenses are translated at the prevailing exchange rate on the respective date of such transactions. The resulting net foreign currency gain / (loss) is included in the consolidated statement of operations.

The Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign currency exchange rates from the fluctuations arising from changes in the market prices of securities. Accordingly, such foreign currency gain / (loss) is included in net realized and unrealized gain / (loss) on investments.

f. Buy back

The Fund repurchases its shares by allocating the excess of repurchase price over par value against additional paid-in capital.

g. Cash and cash equivalents

Cash and cash equivalents represent amounts held with the Fund's and its subsidiaries' bank accounts and deposits held with banks having original maturity for a period of less than or equal to three months.

h. Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

i. Income taxes

The current charge for income taxes is calculated in accordance with the relevant tax regulations applicable to the Fund and its subsidiaries. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the consolidated financial statements carrying amount of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits of which future realization is not more likely than not.

j. Expenses

The Fund bears its own expenses on an accrual basis including, but not limited to organisational costs, brokerage, custody, legal, accounting, audit and other operating and administrative expenses.

k. Revenue recognition

Dividend is accounted when the right to receive the dividend is established. Interest is recorded on a period proportionate basis

l. Fair value of financial instruments other than investment in securities

The Fund's investments are accounted as described in Note 2(c). The Fund's financial instruments include other current assets, accounts payable and accrued expenses, which are realizable or to be settled within a short period of time. The carrying amounts of these financial instruments approximate their fair values.

m. Investment management fees

The Investment Manager is entitled to receive an aggregate investment management fee of 2 per cent per annum of the Fund's net asset value, to be paid quarterly in advance based on the published net asset value of the Fund of the previous quarter or an amount which is agreed by the Board of Directors of the Fund.

n. Carried interest

Under the terms of the Partnership Agreement, Kubera Cross-Border Incentives SPC - Carried Interest SP, the Special Limited Partner of the Partnership is entitled to receive a carried interest from the Partnership equivalent to 20 per cent, of the aggregate return over investment received by the Partnership following the full or partial cash realization of an investment.

The payment of the carried interest is conditional upon the last announced net asset value of the Fund prior to the date of a distribution as adjusted by adding back the value of any income or capital distributions made by the Fund to its shareholders, being equal to or greater than the Par Value. In addition, the carried interest payment will be adjusted, up or down, by such amount as is required to achieve the position that, following such distribution, the aggregate cumulative amount of carried interest paid at the date of such distribution will equal 20 per cent, of the eligible carried interest proceeds (being the net realised gains of the Partnership to the date of such distribution reduced by the net unrealised losses). Eligible carried interest proceeds may not be less than zero.

3. Investment management fees and carried interest

Management fees

On 8 December 2008, the Board of Directors of the Fund fixed the management fees for the twenty four month period beginning 1 January 2009 and ending on 31 December 2010 at a fixed quarterly payment of US$ 974,105. For the twelve month period beginning 1 January 2011 and ending on 31 December 2011, the Board agreed to fix the quarterly payment equal to 80% of the quarterly payment as mentioned above.

During the year ended 31 December 2011, the Fund has paid US$ 3,117,136 (31 December 2010: US$ 3,896,420) as investment management fee.

Carried interest

During the year ended 31 December 2011, no carried interest is paid / payable (31 December 2010: US$ 2,874,197).

4. Sale of investments held by NeoPath Limited

On 25 August 2010, NeoPath Limited (formerly Venture Infotek Limited), a portfolio company, has sold its 100% holding in Venture Infotek Global Private Limited, its wholly owned subsidiary to Atos Origin (Singapore) Pte Limited (Atos), a company incorporated and resident in Singapore, for a consideration of US$ 110 million. As part of the terms of the share purchase agreement, US$ 69.04 million was paid to NeoPath Limited.

On 21 September 2010, NeoPath Limited declared a dividend of US$ 0.26 per share amounting to US$ 60.51 million, out of which US$ 35.71 million was distributed as dividend to New Wave Holdings Limited. Out of this distribution, New Wave Holdings Limited has credited US$ 21.77 million towards the cost of investment in NeoPath Limited and the balance of US$ 13.94 million has been recorded as realized gain on sale of investment. Thus, as at 31 December 2010, the cost of investment in NeoPath Limited is Nil. However, the fair value of the investment in Neopath Limited is estimated to US$ 17.19 million at 31 December 2010, resulting in recognition of unrealized gain amounting to US$ 17.19 million.

In respect of above, Atos, the acquirer, has deducted withholding tax towards Indian income tax of US$ 15.96 million and deposited with the Government of India and the balance of US$ 25 million has been kept in Escrow. NeoPath Limited is in the process of claiming a refund of the withholding tax based on its position that the capital gains realized on the sale is exempt from tax in India under the relevant provisions of the India-Mauritius tax treaty. Consequently, based on the tax counsel opinion, the entire amount of US$ 15.96 million (and US$ 25 million held in escrow) has been considered as fully recoverable and the present value of the expected tax refund has been included in the fair value estimate of the investment in NeoPath Limited as at 31 December 2011.

5. Share structuring by NeoPath Limited

During December 2011, NeoPath Limited entered into a share structuring arrangement with New Wave Holding Limited resulting into:

·; Dividend of US$ 17.6 million paid to New Wave Holdings Limited

·; Buyback of 111,256,682 shares of New Wave Holdings Limited for a consideration of US$ 5.57 million

·; Issue of 23,175,848 preferred shares of par value US$ 0.001 each at a premium of US$ 0.999 each to New Wave holdings Limited

The amounts to be received by New Wave Holdings Limited towards buyback and dividend distribution are adjusted against the subscription of the said preferred shares in NeoPath Limited.

6. Directors' fees and expenses

The Fund pays each of its directors an annual fee of £20,000 and the Chairman is paid an annual fee of £25,000, plus reimbursement for out-of-pocket expenses incurred in the performance of their duties. The members of the Audit Committee are paid an annual fee of £2,000 and the Chairman of the Committee is paid an annual fee of £5,000. Mr. Mahadeva and Mr. Raghavendran have waived their Director's fees so long as they are interested in the Investment Manager.

The Fund does not remunerate its directors by way of share options and other long term incentives or by way of contribution to a pension scheme.

7. Cash and cash equivalents

2011

2010

Cash at bank

362,755

9,190,697

Time deposits

8,019,455

8,009,563

8,382,210

17,200,260

 

8. Share capital and additional paid-in capital

2011

2010

Authorised share capital:

1,000,000,000 ordinary shares of $0.01 each

10,000,000

10,000,000

 

Number ofShares

ShareCapital

Additional

paid-in capital

Total

As at 1 January 2010

111,904,323

1,119,044

149,737,069

150,856,113

Repurchased during the year

(2,170,000)

(21,700)

(1,638,350)

(1,660,050)

Capital Distribution

-

-

(30,725,610)

(30,725,610)

As at 31 December 2010

109,734,323

1,097,344

117,373,109

118,470,453

As at 1 January 2011

109,734,323

1,097,344

117,373,109

118,470,453

As at 31 December 2011

109,734,323

1,097,344

117,373,109

118,470,453

9. Income taxes

Under the laws of the Cayman Islands, the Fund, Kubera Cross-Border Fund (GP) Limited and Kubera Cross-Border Fund LP, are not required to pay any tax on profits, income, gains or appreciations and, in addition, no tax is to be levied on profits, income, gains, or appreciations or which is in the nature of estate duty or inheritance tax on the shares, debentures or other obligations of the Fund and its Cayman based subsidiaries, or by way of withholding in whole or part of a payment of dividend or other distribution of income or capital by the Fund and its Cayman based subsidiaries, to its members or a payment of principal or interest or other sums due under a debenture or other obligation of the Fund and its Cayman based subsidiaries.

Under current laws and regulations in Mauritius, the Fund's majority owned subsidiaries, Kubera Cross-Border Fund (Mauritius) Limited and New Wave Holdings Limited, are liable to pay income tax on their net income at a rate of 15%. They are however entitled to a tax credit equivalent to the higher of actual foreign tax suffered or 80% of Mauritius tax payable in respect of their foreign source income tax thus reducing their maximum effective tax rate to 3%. Both subsidiaries have received a tax residence certificate from the Mauritian authorities certifying that they are residents of Mauritius, which is renewable on an annual basis subject to meeting certain conditions and which make them eligible to obtain benefits under the Double Tax Avoidance Treaty between Mauritius and India.

 

Year ended 31 December 2011

Year ended 31 December 2010

Tax reconciliation

Net increase in net assets resulting from operations

(8,691,123)

26,662,707

Add: Non allowable expense

Less: Movement in unrealised gain on investment in securities / warrants

75,225

-

8,018,254

(18,653,492)

Add: Movement in unrealised loss on investment in securities / warrants

Less: Movement in realized gain on investment in securities

Add: Exempt income

4,542,252

-

-

-

(15,029,191)

(709,629)

Less: Adjustment of brought forward loss

 

Net taxable income

Tax @ 15%

-

 

(4,073,646)

-

(186)

 

288,463

43,269

Foreign tax paid US$ 49,797 (limited to amount of tax liability)

Foreign tax credit (80%)

-

-

(43,269)

-

Tax charge

-

-

As at 31 December 2011, New Wave Holdings Limited had accumulated tax losses of US$ 37,287 and therefore no provision for income tax liability arises for the period. The accumulated tax losses can be used and set off against future taxable profits as follows:

Up to the year ending 31 March 2014 - US$ 20,391

Up to the year ending 31 March 2016 - US$ 16,896

The components of deferred tax balances are as follows:

`

2011

2010

Deferred tax assets

Business losses - New Wave Holdings Limited

1,119

612

Less: Valuation allowance

(1,119)

(612)

Total deferred tax assets

Nil

Nil

The Fund has established a valuation allowance against the deferred tax asset related to business loss. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Accordingly, based on projections of future taxable income of the periods in which the deferred tax assets would be realizable, management is of the view that it is more likely than not, that the Fund will not realize the benefits of the deferred tax assets. Accordingly, the Fund has created a valuation allowance against the entire amount of deferred tax assets as of 31 December 2011.

ASC 740, "Accounting for Income Taxes" clarifies when and how to recognize tax benefits in the financial statements with a two-step approach of recognition and measurement. It also requires the enterprise to make explicit disclosures about uncertainties in their income tax positions, including a detailed roll-forward of tax benefits taken that do not qualify for financial statement recognition. There are no uncertain tax positions and related interest and penalties as of 31 December 2011.

The Fund monitors proposed and issued tax law, regulations and cases to determine the potential impact to uncertain income tax positions. As at 31 December 2011, there are no potential subsequent events that would have a material impact on unrecognized income tax benefits within the next twelve months.

10. Non-controlling interest

2011

2010

Share capital

8,474,945

8,029,578

Accumulated share of loss

681,759

1,111,549

Total

9,156,704

9,141,127

Non-controlling interest is primarily composed of the partnership interests of Kubera Cross-Border Incentives SPC - Co-Investment Segregated Portfolio, a Cayman Islands company and an affiliate of the Investment Manager, in the consolidated affiliates.

11. Transactions with related parties

A. The following table lists the related parties of the Group:

Name

Nature of relationship

Wijayaraj Anandakumar Mahadeva

Director

Ramanan Raghavendran

Director

Michel Casselman

Independent Director (with effect from November 1, 2011)

Martin Michael Adams

Independent Director

Robert Michael Tyler

Independent Director

Pravin Ratilal Gandhi

Independent Director

Kubera Partners LLC

Investment Manager

Kubera Cross-Border Incentives SPC - Carried Interest SP

Special Limited Partner of the Partnership

B. During the period transactions with related parties are as disclosed below:

i. Transactions during the year

2011

2010

Investment management fees paid to Investment Manager

3,117,136

3,896,420

Carried interest to Kubera Cross-Border Incentives SPC - Carried Interest SP

-

2,874,197

Expenses incurred by Kubera Partners LLC on behalf of the Fund

119,358

188,748

Director fee, audit committee member fee and reimbursement of expenses paid to Martin Michael Adams

53,229

67,279

Director fee, audit committee member fee and reimbursement of expenses paid to Robert Michael Tyler

39,938

41,697

Director fee and audit committee member fee paid to Pravin Ratilal Gandhi

34,933

34,221

Director fee and reimbursement of expenses paid to Michel Casselman

35,835

38,270

ii. Amounts outstanding as at 31 December 2011

2011

2010

Reimbursement of expenses payable to Kubera Partners LLC

Director fee, audit committee member fee and other expenses payable to Martin Michael Adams

22,052

18,438

188,748

-

Director fee and audit committee member fee payable to Robert Michael Tyler

9,852

-

Director fee and audit committee member fee payable to Pravin Ratilal Gandhi

Director fee and other expenses payable to Michel Casselman

8,543

 

11,333

-

 

7,152

12 Loans receivables

Loans receivable as at 31 December 2011 are given below:

Borrower name

Sector

Cost

Fair Value

Date of loan

Carrying rate of interest

 (% p.a.)

Original date of maturity

Ocimum Biosolutions Inc

 

Life Sciences

2,500,000

2,096,566

6 December 2010

20.0

6 December 2012

Synergies Castings USA Inc.

 

Automotive

Components

1,500,000

1,500,000

5 February 2010

12.5

3 February 2013

Synergies Castings USA Inc.

 

Automotive

Components

1,000,000

1,000,000

30 March 2010

12.5

3 February 2013

Synergies Castings USA Inc.

Automotive

Components

600,000

600,000

30 March 2011

7.0

Repayment of $25,000 starting from Oct 2011 till Nov 2013

Total

5,600,000

5,196,566

Loans receivable as at 31 December 2010 are given below:

Borrower name

Sector

Cost

Fair Value

Date of loan

Carrying rate of interest

(% p.a.)

Original date of maturity

Ocimum Biosolutions Inc

Life sciences

2,500,000

2,500,000

6 December 2010

17.5

6 December 2012

Synergies Castings USA Inc.

Automotive

Component

1,500,000

1,500,000

5 February 2010

12.5

3 February 2012

Synergies Castings USA Inc.

Automotive

Component

1,000,000

1,000,000

30 March 2010

12.5

3 February 2012

 

Total

 

5,000,000

 

5,000,000

13 Impairment loss on loan

During the year, the Group has assessed impairment on a loan receivable (unrated) with an original principal amount of US $ 2,500,000. The recorded investment in loan receivable for which impairment has been recognized and the related impairment as at 31 December 2011 is US$2,096,566 and US$ 403,434 respectively. The interest is not accrued in the current year and will be recognized on a cash basis. The loan receivable is due for repayment on 6 December 2012.

14 Interest income

Interest income consists of the following:

Year ended

31 December 2011

Year ended

31 December 2010

Bank interest

9,892

14,012

Interest on loan

350,956

668,584

Less: withholding tax (includes previous year of US$212,294)1

(308,264)

-

Net Interest Income

52,584

682,596

1. During the year ended 31 December 2010, withholding tax on interest on loans was not deducted by the borrowers while making interest payment. The same has been adjusted during the current year ended 31 December 2011. The withholding tax is not reclaimable.

 

15 Concentration of risks

The Group's investment activities expose it to various types of risks, which are associated with the financial instruments and markets in which it invests. The financial instruments expose the Group in varying degrees to elements of liquidity, market and credit risk. The following summary is not intended to be a comprehensive summary of all risks inherent in investing in the Group and reference should be made to the Group's admission document for a more detailed discussion of risks.

a) Market risk

Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market variables such as interest, foreign exchange rates and equity prices, whether those changes are caused by factors specific to the particular security or factors that affect all securities in the markets. Investments are typically made with a specific focus on India and thus are concentrated in that region. Political or economic conditions and the possible imposition of adverse governmental laws or currency exchange restrictions in that region could cause the Group's investments and their markets to be less liquid and prices more volatile. The Group is exposed to market risk on all of its investments.

b) Industry risk

The Group's investments may have concentration in a particular industry or sector and performance of that particular industry or sector may have a significant impact on the Group. The Group's investments may also be subject to the risk associated with investing in private equity securities. Investments in private equity securities may be illiquid and subject to various restrictions on resale and there can be no assurance that the Group will be able to realize the value of such investments in a timely manner.

c) Credit risk

Credit risk is the risk that an issuer/counterparty will be unable or unwilling to meet its commitments to the Group. Financial assets that are potentially subject to significant credit risk consist of cash and cash equivalents, investments in convertible loans and receivables. The maximum credit risk exposure of these items is their carrying value.

d) Currency risk

The Group has assets denominated in currencies other than the US$, the functional currency. The Group is therefore exposed to currency risk as the value of assets denominated in other currencies will fluctuate due to changes in exchange rates.

The Group's cash and cash equivalents are held in US Dollars.

e) Liquidity risk

The Group is exposed to liquidity risk as a majority of the Group's investments are largely illiquid. Illiquid investments include any securities or instruments which are not actively traded on any major securities market or for which no established secondary market exists where the investments can be readily converted into cash. Reduced liquidity resulting from the absence of an established secondary market may have an adverse effect on the prices of the Group's investments and the Group's ability to dispose of them where necessary to meet liquidity requirements. As a result, the Group may be exposed to significant liquidity risk.

f) Political, economic and social risk

Political, economic and social factors, mainly changes in Indian laws or regulations and the status of India's relations with other countries may adversely affect the value of the Group's investments.

16 Financial highlights

The financial highlights presented below consist of the Fund's operating expenses and net operating loss ratios for the year ended 31 December 2011, and the internal rate of return ("IRR") since the Fund's admission to trading on AIM, net of all expenses, including carried interest to the Investment Manager:

2011

2010

Net operating (loss) / income

(7.24%)

22.18%

Operating expenses before carried interest

3.71%

4.28%

Carried interest

-

2.39%

Operating expenses after carried interest

3.71%

6.67%

Cumulative IRR since inception through the year end

(0.49%)

0.64%

The net operating (loss) / income and operating expenses ratios are computed as a percentage of the Fund's average net asset value during the period. Both ratios are presented on an annualized basis. The IRR is computed based on the Fund's actual dates of the cash inflows (capital contributions), outflows (cash and stock distributions) and the ending net asset value at the end of the period/year (residual value) as of each measurement date.

17 Subsequent events

The Company has evaluated subsequent events from the balance sheet date through to 14 March 2012; the date at which the financial statements were available to be issued, and determined that there are no other items to disclose.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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